Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, if any Registrable Securities requested registration pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for section involves an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to offering by the Company, its directors and its officers. If the managing underwriter shall advise the Company the distribution of all or a portion of the Registrable Securities requested to be included in the registration statement is concurrently with the securities being filed for an underwritten offer and sale registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account and account, then (i) the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities so requested to be included in such registration statementshall be reduced to that number of shares which, then in the good faith judgment of the managing underwriter, can be sold in such offering, and this reduced number shall be allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be so registered by such Holders, and (ii) if the requesting Holders are participating in a primary offering by the Company, the Company will include in such registration, to the registration: extent of the number of securities which the Company is so advised can be sold in such offering, (iA) first, any securities that the Company proposes to sellissue and sell for its own account and any preferred securities proposed to be so registered, and (iiB) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being Registrable Securities requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken registered by the Holders thereof pursuant to this Section allocated pro rata from the Rightsholders among such Holders and such on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) Registrable Securities to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementbe so registered.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holders (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holders hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber a Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber a Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holders requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holders and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen ten (1510) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company may, without the consent shall not be required to include any of the Subscriber, withdraw Registrable Securities in such registration statement before its becoming effective if underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company or other stockholders have elected to abandon and its underwriters, and then only in such quantity as the proposal to register underwriters in their sole discretion determine will not jeopardize the securities proposed to be registered thereundersuccess of the offering by the Company. If the registration statement is being filed for an underwritten public offeringtotal number of securities, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested stockholders to be included in such registration statementoffering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company will shall be required to include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, offering only that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholderssuch securities, including Registrable Securities, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of and the Company in good faith); (ii) in connection with any financing transaction in respect of which their sole discretion determine will not jeopardize the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer success of the Company, or a research, manufacturing or other commercial collaborator offering. If the underwriters determine that less than all of the CompanyRegistrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in a transaction approved such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementeach Holder requesting registration.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansplans (any such registration, a “Piggy-Back Registration”), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (the “Piggy-Back Securities”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) after the Term or that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed dispositions by such Holder or cease to be registered thereunder. deemed “Registrable Securities.” If the registration statement is being filed for Piggy-Back Registration relates to an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account offering and the managing underwriters advise underwriter of such proposed public offering advises the Company and the Holders in writing that that, in their opinion its reasonable opinion, the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in the offering without having a material adverse effect on the distribution of such registration statementsecurities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company will include in the registration: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the Piggy-Back Securities, in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), and third, the securities of all other selling security holders, in an amount that together with the securities the Company proposes to register and the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Piggy-Back Securities in an amount that shall not exceed the Maximum Number of Securities (with such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis based on the number of securities of the Company held by each such Holder), second, the securities such initiating security holder proposes to register, in an amount that together with the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, third, the securities of any other selling security holders, in an amount that together with the Piggy-Back Securities and the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder), and fourth, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Companyregister, in a transaction approved by an amount that together with Piggy-Back Securities, the Board securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section for the same period as the delay in registering such other securities. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(b) promulgated under the Act; and provided further Securities Act or that are the Company maysubject of a then effective Registration Statement. Notwithstanding the foregoing, without the consent nothing herein shall be construed of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by relieving the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with obligations under this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(b) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 13(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without manner of sale or volume restrictions or the current public information requirement or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company maydoes not sell any such shares until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 13(f) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. Notwithstanding the foregoing, the Company shall be allowed to file one primary shelf registration statement on Form S-3, including any amendments thereto, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided complying in any case, that such issuance is not being made primarily for case with the purpose of avoiding compliance with obligations in this Subscription AgreementSection 13(f).

Piggy-Back Registrations. If at any time during the Effectiveness Registration Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities Shares and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or director benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder holding Registrable Shares for which there is not an effective Registration Statement written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities Shares such Subscriber Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with other holders of piggyback registration rights with respect to the Company); provided provided, that (i) the Company shall not be required to register any Registrable Securities Shares pursuant to this Section 5(i) that are eligible for resale pursuant to under Rule 144 promulgated under the Act; Securities Act or that are the subject of a then effective Registration Statement and provided further that (ii) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, without the consent of the Subscriberat its election, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion give written notice of such managing underwriters can successfully be solddetermination to such Holder and, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares pursuant to this Section 5(i) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors of the Company but not from its obligation to pay expenses in good faithaccordance with Section 5(g) hereof); , and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iiiRegistrable Shares being registered pursuant to this Section 5(i) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6(e) that are immediately eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant 6(e) and prior to Rule 144 promulgated under the Act; and provided further that effective date of the registration statement filed in connection with such registration, the Company may, without the consent of the Subscriber, withdraw shall determine for any reason not to cause such registration statement before its becoming to become effective if under the Securities Act, the Company or other stockholders have elected shall deliver written notice to abandon the proposal such Holder and, thereupon, shall be relieved of its obligation to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) Securities in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementregistration.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities Registration Statement and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders each holder of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Subscriber holder requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities for to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holders; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that unless the Company may, without has first excluded all outstanding securities the consent holders of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected which are not entitled by right to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company inclusion of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement; and provided, then further, however, that, after giving effect to the Company will include in the registration: (i) firstimmediately preceding proviso, any securities the Company proposes to sell, (ii) second, any securities exclusion of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully Registrable Securities shall be sold, such number of shares to be taken made pro rata from with holders of other securities having the Rightsholders on the basis right to include such securities in such registration statement. No right to registration of the total number of shares being requested for inclusion in the Registrable Securities under this Section shall be construed to limit any registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementotherwise required hereunder.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(b) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 calendar days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without volume limitation or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company may, without the consent does not sell any such equity securities until there is an effective Registration Statement covering all of the Subscriber, Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration statement before its becoming effective if whether or not any Holder has elected to include securities in such registration. For the avoidance of doubt, the Company or other stockholders have elected shall not be prohibited from preparing and filing with the Commission amendments to abandon registration statements filed prior to the proposal to register the securities proposed to date of this Agreement. The Company shall obtain all necessary consents and waivers, as may be registered thereunder. If the registration statement is being filed for an underwritten public offeringapplicable, the Subscriber must timely execute and deliver the usual and customary agreement among from the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters ’s stockholders with respect to any shares of Common Stock not existing contractual registration rights to ensure that all Registrable Securities included in the registration, any registration in accordance with Section 7(f) shall be included on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of a parity basis with any other securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes and shall not be subject to sell, (ii) second, any securities of any person whose securities are being registered as cutback except on a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementbasis.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holder (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holder hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holder requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holder and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansplans (any such registration, a “Piggy-Back Registration”), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (the “Piggy-Back Securities”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) after the Term or that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed dispositions by such Holder or otherwise cease to be registered thereunder. deemed “Registrable Securities.” If the registration statement is being filed for Piggy-Back Registration relates to an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account offering and the managing underwriters advise underwriter of such proposed public offering advises the Company and the Holders in writing that that, in their opinion its reasonable opinion, the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in the offering without having a material adverse effect on the distribution of such registration statementsecurities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company will include in the registration: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the Piggy-Back Securities, in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), and third, the securities of all other selling security holders, in an amount that together with the securities the Company proposes to register and the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Piggy-Back Securities in an amount that shall not exceed the Maximum Number of Securities (with such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis based on the number of securities of the Company held by each such Holder), second, the securities such initiating security holder proposes to register, in an amount that together with the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, third, the securities of any other selling security holders, in an amount that together with the Piggy-Back Securities and the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder), and fourth, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Companyregister, in a transaction approved by an amount that together with Piggy-Back Securities, the Board securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities.

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 9(f), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities and that each such Holder (the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below“Electing Holders”) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests has requested to be registered; provided that (i) if such registration involves an underwritten offering to the public, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (ii) if, at any time after giving notice of the Company’s intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Registrable Securities and, thereupon, shall be required relieved of its obligation to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors but not from any obligation of the Company in good faith); (ii) to pay the Registration Expenses in connection with therewith), without prejudice, however, to the rights of Holders under Section 3. The Company shall have no obligation under this Section 4 to make any financing transaction in respect offering of which the Company is a borrower; or (iii) to a vendor, lessor, lenderits securities, or customer to complete an offering of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, its securities that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementit proposes to make.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holders (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holders hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber a Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber a Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holders requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holders and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board board of Directors directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board Company’s board of Directorsdirectors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the applicable Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities required to be covered during such Effectiveness Period and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen ten (1510) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall use its commecially reasonable efforts to include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that unless the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offeringhas first excluded all outstanding securities, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, holders of which are not entitled to inclusion of such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares or are not entitled to be taken pro rata from inclusion with the Rightsholders on Registrable Securities; and provided, further, that, after giving effect to the basis immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the total number of shares being requested for inclusion right to include such securities in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementstatement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares Securities of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a registration on Form S-4 (or similar or successor form), (iii) a registration relating to the sale of securities acquired pursuant to Rule 144A under the Securities Act or (iv) a registration relating to the issuance of shares of Common Stock in respect of Convertible Securities outstanding on the Closing Date), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 8(g), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities and that each such Holder (the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below“Electing Holders”) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests has requested to be registered; provided that (x) if such registration involves an underwritten offering to the public, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (y) if, at any time after giving notice of the Company’s intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be required relieved of its obligation to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors but not from any obligation of the Company in good faith); (ii) to pay the Registration Expenses in connection with therewith), without prejudice, however, to the rights of Holders under Section 3. The Company shall have no obligation under this Section 4 to make any financing transaction in respect offering of which the Company is a borrower; or (iii) to a vendor, lessor, lenderits securities, or customer to complete an offering of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, its securities that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementit proposes to make.

Piggy-Back Registrations. If at any time during prior to the Effectiveness expiration of the Registration Period there (as hereinafter defined) the Registration Statement required to be filed and/or amended pursuant to this Agreement is not an effective registration statement covering all effective, and during such period of the Registrable Securities and ineffectiveness, the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable each Purchaser who has a right to those granted have Registrable Securities covered by a Registration Statement pursuant to the Subscriber hereunder (“Rightsholders”)) this Agreement written notice of such determination and, if within fifteen ten (1510) days after receipt the date of such notice, the Subscriber such Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Subscriber Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement. No right to registration of Registrable Securities under this Section that are eligible for resale pursuant 2.4 shall be construed to Rule 144 promulgated limit any registration required under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company Section 2.1 or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder3.2 hereof. If the an offering in connection with which a Purchaser is entitled to registration statement under this Section 2.4 is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Subscriber and Registrable Securities in an underwritten offering using the same underwriter or underwriters relating and, subject to the registration including a lock-up agreement if requested by provisions of this Agreement, on the underwriters with respect to any same terms and conditions as other shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If at any time during until two years after the Effectiveness Period date of this Agreement there is not an effective registration statement covering all of the Registrable Securities Restricted Stock and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) ten calendar days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such the Restricted Stock the Subscriber requests to be registered; , provided, however, such registration of the Restricted Stock shall be subject to (i) customary underwriter cutbacks applicable to all holders of registration rights, (ii) any contractual restrictions or cutbacks agreed to with new purchases of the Company’s equity securities, or (iii) any cutbacks in accordance with guidance provided that by the SEC (including, but not limited to, Rule 415 under the Act). The obligations of the Company under this Section may be waived by the Subscriber. Notwithstanding anything to the contrary herein, the registration rights granted hereunder to the Subscriber shall not be required to register any Registrable Securities applicable for such times as such Restricted Stock may be sold by the holder thereof without restriction pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under 144(b)(1) of the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to All expenses incurred by the Company, its directors including, without limitation, all registration and its officers. If filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company under this Section. Selling Expenses in writing that in their opinion the offering contemplated by the connection with each registration statement cannot shall be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement borne by (X) the Subscriber and (Y) will be apportioned among all other Rightsholders, which holders in proportion to the opinion of such managing underwriters can successfully be sold, such number of shares Restricted Stock included therein for a holder relative to be taken pro rata from all the Rightsholders on the basis of the total number of shares being requested securities included therein for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lenderall selling holders, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementas all holders may agree.

Piggy-Back Registrations. If at At any time during following the Closing Date but prior to the expiration of the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and Period, if the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company mayforegoing, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company Company’s proposed registration of equity securities hereunder is, in whole or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for in part, an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company underwriter of such proposed registration determines in writing good faith that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares marketing factors require a limitation of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from underwritten, the Rightsholders on the basis of the total number of shares being requested for inclusion that may be included in the underwriting shall be allocated, first, to the Company; second, to requesting Holders on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement by each Rightsholderstatement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Strategic IssuanceHolder,” and any pro rata reduction with respect to such “Holder” shall mean an issuance be based upon the aggregate amount of securities: (i) shares carrying registration rights under this Agreement owned by all entities and individuals included in connection with a such “corporate partneringHolder,” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company defined in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsentence.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(b) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others (other than an offering pursuant to that certain Fifth Amended and Restated Investor Rights Agreement dated May 13, 2013 among the Company and the investors party thereto) under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without volume or manner of sale limitations or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company may, without the consent does not sell any such shares until there is an effective Registration Statement covering all of the Subscriber, Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration statement before its becoming effective if the Company whether or other stockholders have not any Holder has elected to abandon the proposal to register the include securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during after the Effectiveness Period date hereof there is not an effective registration statement Registration Statement covering all of the Registrable Securities required to be covered hereunder and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen ten (1510) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall use commercially reasonable efforts to include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered, to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that unless the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offeringhas first excluded all outstanding securities, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, holders of which are not entitled to inclusion of such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares or are not entitled to be taken pro rata from inclusion with the Rightsholders on Registrable Securities; and provided, further, that, after giving effect to the basis immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the total number of shares being requested for inclusion right to include such securities in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementstatement.

Piggy-Back Registrations. If at any time during while any of the Effectiveness Period Notes or the Warrants remain outstanding there is not an effective registration statement under the Securities Act covering all of the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants (the “Registrable Securities Securities”) and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser then holding Notes or Warrants written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to the applicable terms of such registration rights. The rights provided that the Company in this Section shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters apply with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale in connection with any follow-on primary offering by the Company of so long as no equity securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the will be offered under such registration statement cannot be successfully completed if for the Company were to also register account of others. Notwithstanding the Registrable Shares of the Subscriber requested foregoing, a security shall cease to be included in a Registrable Security for purposes of this Agreement from and after such registration statementtime as the Purchasers may resell such security without volume restrictions under Rule 144, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of counsel to the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) pursuant to a vendorwritten opinion letter to such effect, lessor, lender, or customer of addressed and acceptable to the Company, or a research, manufacturing or other commercial collaborator of ’s transfer agent and the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementaffected Purchaser.

Piggy-Back Registrations. If at any time during Until the Effectiveness Period end of the Exclusion Period, if there is not an effective registration statement covering all of the Registrable Securities Shares and Warrant Shares and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act 0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback Securities entitled to registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) rights under this Section 11.1 written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of the Shares or Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; provided that , subject to customary underwriter cutbacks applicable to all holders of registration rights. The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 11.1. The holders whose shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of Securities included in such registration statement. Notwithstanding anything to the contrary herein, then the Company will include in registration rights granted hereunder to the registration: (iholders of Securities shall not be applicable for such times as such Shares and Warrant Shares may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) first, any securities of the Company proposes to sell, (ii) second, any securities 1933 Act. In no event shall the liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Shares of Warrant Shares included in respect of which any such registration statement be greater in amount than the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer dollar amount of the Company, or a research, manufacturing or other commercial collaborator net proceeds actually received by such Subscriber upon the sale of the Company, Shares and Warrant Shares sold pursuant to such registration or such lesser amount applicable to other holders of Securities included in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementregistration statement.

Piggy-Back Registrations. If at any time during until two years after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities Conversion Shares and Warrant Shares and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form , but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion Shares and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights and any cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 11.1. The holders whose Conversion Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, then the Company will include in registration rights granted hereunder to the registration: (iholders of Securities shall not be applicable for such times as such Conversion Shares and Warrant Shares may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) first, any securities of the Company proposes to sell, (ii) second, any securities 1933 Act. In no event shall the liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Conversion Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Subscriber upon the sale of the Conversion Shares and Warrant Shares sold pursuant to such registration or such lesser amount applicable to other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the Securities included therein for all selling holders, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.or as all holders may agree

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and Period, the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company mayforegoing, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company Company’s proposed registration of equity securities hereunder is, in whole or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for in part, an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter of such proposed registration advises the Company that the inclusion of all Registrable Securities proposed to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not be included in the registrationunderwritten public offering, on terms no less favorable than those agreed together with any other issued and outstanding shares of the Company’s common stock proposed to be included therein (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with the successful marketing of the Company’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, by the Company, its directors and its officers. If the Registrable Securities proposed to be included in such registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account Holders and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber shares requested to be included in such registration statementby the holders of Other Shares, then on a pro rata basis, based upon the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement Registrable Securities then held by each Rightsholdersuch Holder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer The shares of the Company’s common stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, or a researchnot to exceed 90 days from the closing of such underwritten public offering, manufacturing or other commercial collaborator that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering. Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be included in the Company, initial Registration Statement as described in this Section 7 shall be equal to the lesser of (a) the amount of Registrable Securities that Holders request to have so registered pursuant to this Section 7 and (b) the maximum amount of Registrable Securities which may be included in a transaction approved by Registration Statement without exceeding the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRule 415 Amount.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplans (each, a “Piggyback Registration Statement”), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement Piggyback Registration Statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible the subject of a then effective Registration Statement. Anything in the contrary notwithstanding, if, in the opinion of the Company’s managing underwriter for resale an offering evidenced by a Piggyback Registration Statement, the inclusion of all or a portion of the Registrable Securities, when added to the securities being registered, will either (i) exceed the maximum amount of the securities of the Company which can be marketed at a price reasonably related to their then-current market value or (ii) otherwise materially adversely affect the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities. If securities are proposed to be offered for sale pursuant to Rule 144 promulgated under such Piggyback Registration Statement by other security holders of the Act; Company and provided further the total number of securities to be offered by the Purchasers or their permitted assignees and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above), after inclusion of all of the securities being offered by the Company, the number of Registrable Securities to be offered by the Purchasers or their permitted assignees pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the Company may, without underwriter believes may be included for all the consent selling security holders (including the Purchasers or their permitted assignees) as the original number of Registrable Securities proposed to be sold by the Subscriber, withdraw such registration statement before its becoming effective if Purchasers or their permitted assignees) bears to the Company or other stockholders have elected to abandon the proposal to register the total original number of securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber offered by a Purchaser or permitted assignee and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registrationother selling security holders. If, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise provisions of this Section 6(e), the Purchaser or permitted assignee shall not be entitled to include all Registrable Securities in a Piggyback Registration Statement that the Seller or assignee has requested to be so included, a Purchaser or permitted assignee may withdraw its request to include Registrable Securities in such Piggyback Registration Statement prior to its effectiveness. Notwithstanding the provisions of this Section 6(e), the Company shall have the right at any time after it shall have given written notice of the proposed filing of a demand registration rightPiggyback Registration Statement, and pursuant to this Section 6(e) (iii) third, that portion irrespective of the aggregate number of shares being requested whether any written request for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” Registrable Securities shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iiihave already been made) to a vendor, lessor, lender, elect not to file any such proposed Piggyback Registration Statement or customer of to withdraw the Company, or a research, manufacturing or other commercial collaborator of same after its filing but prior to the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementeffective date thereof.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities issued Underlying Shares and Warrant Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares and Warrant Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.22. The holders whose Underlying Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Purchaser upon the sale of the Underlying Shares and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.22, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses.” The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.22. Selling Expenses in connection with each registration statement under Section 4.22 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares and Warrant Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. (i) If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered; provided that provided, that, the Company Company, shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale without volume restrictions pursuant to Rule 144 promulgated under the Act; and provided further Securities Act or that are the Company may, without subject of a then effective Registration Statement. (ii) If the consent registration of the SubscriberRegistrable Securities under clause (i) immediately above is to be underwritten, withdraw then the right of any Holder to registration pursuant to this Section 6(e) shall be conditioned upon such registration statement before its becoming effective if Holder’s participation in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter other stockholders have elected than those relating to abandon the proposal to register the securities proposed to be registered thereundersuch Holders, their Registrable Securities and their intended methods of distribution and information about such Holders. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect underwriter, the Holders will agree, for themselves and their affiliates, not to sell or offer to sell any shares of their Common Stock for a reasonable period of time (not to exceed sixty (60) days) after the Effective Date of the registration statement. Notwithstanding any other provision of this Section 6(e), if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities, and the Company shall include in such registration, prior to the inclusion of any Registrable Securities, the number of shares of Common Stock not or other capital stock of the Company elected by the Company to be included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters underwriter can successfully be sold. If any space remains for additional shares in such registration, such number of shares to shall be taken allocated pro rata from the Rightsholders on the basis among Holders of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors Registrable Securities and all other shareholders of the Company in good faith); that have contractual rights with respect to the registration of shares of capital stock held by such shareholders (iithe “Other Holders”) in connection with any financing transaction in respect proportion, as nearly as practicable, to the respective amounts of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved Registrable Securities held by such Holders and registrable securities held by the Board Other Holders at the time of Directorsfiling the registration statement, provided in with further proportional allocations among the Holders and Other Holders if any case, that such issuance Holder or Other Holder has requested less than all such Registrable Securities it is not being made primarily for the purpose of avoiding compliance with this Subscription Agreemententitled to register.

Piggy-Back Registrations. If If, at any time during after the Effectiveness Period there is not an effective registration statement covering all issuance of the Registrable Securities Bonus Warrants and prior to the first anniversary of the date of this Agreement, the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Investor written notice of such determination andfiling, if and if, within fifteen (15) 15 days after receipt the date of such notice, the Subscriber such Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of the Bonus Warrant Shares such Registrable Securities such Subscriber Investor requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, in the event that, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver managing underwriter(s) thereof shall impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any number of shares of Common Stock not which may be included in the registrationRegistration Statement because, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statementunderwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company will shall be obligated to include in such Registration Statement only such limited portion of the registration: Bonus Warrant Shares with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) first, any securities the Company proposes shall not exclude any Bonus Warrant Shares unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to sellinclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Bonus Warrant Shares, (ii) secondafter giving effect to the immediately preceding proviso, any such exclusion of Bonus Warrant Shares shall be made pro rata among the Investors seeking to include Bonus Warrant Shares and the holders of other securities having the contractual right to inclusion of any person whose their securities are being registered as a result in such Registration Statement by reason of the exercise of a demand registration rightrights, in proportion to the number of Bonus Warrant Shares or other securities, as applicable, sought to be included by each such Investor or other holder, and (iii) third, that portion no such reduction shall reduce the amount of the aggregate number of shares being requested for inclusion Bonus Warrant Shares included in the registration statement by below twenty-five (X25%) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number amount of shares being requested for inclusion securities included in the such registration. No right to registration statement by each Rightsholderof Bonus Warrant Shares under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. “Strategic Issuance” shall mean If an issuance of securities: (i) offering in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined which an Investor is entitled to registration under this Section 2(b) is an underwritten offering, then each Investor whose Bonus Warrant Shares are included in such Registration Statement shall, unless otherwise agreed by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, offer and sell such Bonus Warrant Shares in an underwritten offering using the same underwriter or a researchunderwriters and, manufacturing or subject to the provisions of this Agreement, on the same terms and conditions as other commercial collaborator shares of the Company, Common Stock included in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities issued Underlying Shares and Warrant Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares and Warrant Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.23. The holders whose Underlying Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Purchaser upon the sale of the Underlying Shares and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.23, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.23. Selling Expenses in connection with each registration statement under Section 4.23 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares and Warrant Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. If at any time during after each Closing Date, the Effectiveness Period there is ------------------------ Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) any of its stock or other securities under the Securities Act in connection with the public offering of such securities other than (i) a registration relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a stock purchase plan or stock option or stock awards approved by the Board of Directors of the Company, (ii) a registration on Form S-4 or any similar successor form or (iii) a registration on any form which does not an effective include substantially the same information as would be required to be included in a registration statement covering all the sale of the Registrable Securities and Securities, the Company shall determine to prepare and file with at such time, give the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Investor written notice of its intention to effect such determination and, if within registration at least fifteen (15) days before the anticipated filing of any such registration statement of the Company. Upon the written request of the Investor given within ten (10) days after receipt giving of such notice, notice by the Subscriber shall so request in writingCompany pursuant to the terms of this Agreement, the Company shall use its best efforts to include in such registration statement all or any part of such the Registrable Securities such Subscriber the Investor requests to be registered. No rights to registration of Registrable Securities under this Section shall be construed to limit any registration otherwise required hereunder. Notwithstanding the foregoing, if the proposed offering under this Section 2(b) is to be effectuated through an underwritten public offering and if the managing underwriter shall advise the Company and the Holders of Registrable Securities in writing that, in its opinion, the inclusion of all of the Registrable Securities could materially adversely affect the offering, then the managing underwriter may elect to exclude all or such portion of such Registrable Securities from such offering; provided that the managing underwriter may only exclude any of the Registrable Securities to the same extent on a pro rata basis, that it excludes securities of other holders. The --- ---- Company shall not be required have the right to register withdraw any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then or to withdraw the Company will include in same after the registration: (i) firstfiling, but prior to the effective date thereof without thereby incurring any securities liability to the Company proposes to sell, (ii) second, any securities holders of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRegistrable Securities.

Piggy-Back Registrations. If at any time during Until 180 days after the Effectiveness Period final Closing Date, if there is not an effective registration statement covering all of the Registrable Securities Common Shares and Warrant Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to the each Subscriber (together with any other holders not then eligible to sell all of its their Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)Shares and Warrant Shares under rule 144(b)(1)(i) written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Common Shares and Warrant Shares such Subscriber requests to be registered, subject to any cutbacks in accordance with guidance provided by the Securities and Exchange Commission (including, but not limited to, Rule 415). Notwithstanding the foregoing, in the event that, in connection with any underwritten or registered direct public offering, the managing underwriter(s) or lead placement agent thereof, as the case may be, shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ or placement agent’s judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Common Shares and Warrant Shares with respect to which a Subscriber has requested inclusion hereunder as the underwriter or placement agent shall permit; provided provided, however, that (i) the Company shall not be required to register exclude any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; Common Shares and provided further that Warrant Shares unless the Company mayhas first excluded all securities outstanding prior to the date of this Agreement, without the consent holders of which are not contractually entitled prior to the Subscriber, withdraw Initial Closing Date to inclusion of such securities in such registration statement before its becoming effective if or are not contractually entitled to pro rata inclusion with the Common Shares and Warrant Shares and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Common Shares and Warrant Shares shall be made pro rata among the Subscribers seeking to include Common Shares and Warrant Shares and the holders of other securities having the contractual right to inclusion of their securities in such registration statement in proportion to the number of Common Shares and Warrant Shares or other securities, as applicable, sought to be included by each such Subscriber or other holder. The obligations of the Company or other stockholders have elected to abandon the proposal to register the securities proposed to under this Section may be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested waived by the underwriters with respect to any shares holder of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares any of the Subscriber requested Securities entitled to registration rights under this Section 11.1. The holders whose Common Shares and Warrant Shares are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Common Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Subscriber upon the sale of the Common Shares and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of Directorsshares included therein for a holder relative to all the Securities included therein for all selling holders, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementor as all holders may agree.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall will send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Investor written notice of such determination andand if, if within fifteen (15) ten days after receipt of such notice, the Subscriber shall an Investor will so request in writing, the Company shall will include in such registration statement all or any part of such any Registrable Securities that such Subscriber Investor requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, in the event that, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver managing underwriter(s) thereof impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any number of shares of Common Stock not that may be included in the registrationRegistration Statement because, on terms no less favorable than those in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company is obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investors have requested inclusion hereunder as the underwriter permits; provided, however, that the Company shall include Registrable Securities of any other Investor only if all of the Registrable Securities that Forest Manor NV requests to be registered are included. If an offering in connection with which the Investors are entitled to registration under this Section 6.9 is an underwritten offering, then the Investors will, unless otherwise agreed to by the Company, its directors offer and its officers. If the registration statement is being filed for sell such Registrable Securities in an underwritten offer offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and sale by the Company conditions as other shares of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be Common Stock included in such registration statement, then underwritten offering and will enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company will include in and the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction underwriter or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.underwriters

Piggy-Back Registrations. If Except during Suspension Periods as set forth in Section 6.1(e), and as otherwise prohibited by the Securities Purchase Agreement dated as of March 21, 2007 among the Company and certain purchasers identified therein and the Securities Purchase Agreement dated as of November 7, 2008 among the Company and certain purchasers identified therein, if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6.7 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if Securities Act. In the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration including a lockstatement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Purchasers, then (x) the number of Registrable Securities of the Purchasers included in such registration statement shall be reduced pro-up agreement if rata among such Purchasers (based upon the number of Registrable Securities requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchasers shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (other than the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company Mandalay shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company Mandalay shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber Purchaser shall so request in writing, the Company Mandalay shall include in such registration statement all or any part of such the Registrable Securities such Subscriber the Purchaser requests to be registered; provided that . * * * * * Exhibit E Exhibit A Form of Subordinated Secured Debenture See attached Exhibit E Final Form THIS SUBORDINATED SECURED DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH DEBENTURE UNDER THE ACT, UNLESS THE MAKER HEREOF HAS RECEIVED A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION UNDER THE ACT. THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE PURCHASE AGREEMENT REFERRED TO BELOW. THIS DEBENTURE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BETWEEN THE PURCHASER AND SILICON VALLEY BANK. SUBORDINATED SECURED DEBENTURE DUE [ , 20 ] $8,000,000.00 [ , 20 ] FOR VALUE RECEIVED, APPIA, INC., a Delaware corporation (“Appia”), through its duly authorized officer undersigned hereto, HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE ORDER OF NORTH ATLANTIC SBIC IV, L.P., a Delaware limited partnership (the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under “Purchaser”), at the Act; and provided further that the Company may, without the consent office of the SubscriberPurchaser located at c/o North Atlantic Capital Corporation, withdraw Xxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxx, 00000(xx such registration statement before its becoming effective if other place as the Company or other stockholders have elected to abandon proper holder hereof may specify in writing), in lawful money of the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offeringUnited States of America and in immediately available funds, the Subscriber must timely execute principal amount of EIGHT MILLION and deliver 00/100 DOLLARS ($8,000,000). Appia agrees to pay the usual principal amount of this Debenture in the amounts and customary agreement on the dates specified in Section 2 of that certain Securities Purchase Agreement, dated of even date herewith (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Purchase Agreement”), by and among Appia, the CompanyPurchaser, such Subscriber and Mandalay Digital Group, Inc. Appia further agrees to pay interest on the unpaid principal balance of this Debenture from time to time outstanding from the Closing Date until paid, at the rates and at the times provided in the Purchase Agreement. This Subordinated Secured Debenture (“Debenture”) is issued pursuant and subject to the terms and conditions of the Purchase Agreement, and the underwriters relating holder hereof is entitled to, and shall have, all of the benefits of the Purchase Agreement, and all other agreements, instruments, guarantees and other documents executed and delivered in connection therewith and herewith subject to compliance with the transfer provisions hereof and thereof. All capitalized terms used though not defined herein but defined in the Purchase Agreement shall have the meanings given to such terms in the Purchase Agreement. Exhibit E This Debenture is secured as provided in the Security Documents. Reference is hereby made to the registration including Security Documents for a lock-up agreement if requested description of the properties and assets in which a security interest has been granted, the nature and extent of the security, the terms and conditions upon which the security interests were granted, and the rights of the holder of this Debenture in respect thereof. This Debenture is subordinated in right of payment to certain indebtedness of Appia to Silicon Valley Bank (“Bank”) as provided in the Subordination Amendment. The security interest created by the underwriters Security Documents to secure this Debenture is subordinate and junior to the security interest held by Bank as provided in the Subordination Amendment. Reference is hereby made to the Subordination Amendment for a description of the terms and conditions of the relative rights of Bank and the holder of this Debenture with respect thereto. Upon the occurrence and during the continuance of any one or more of the Events of Default, all amounts then remaining unpaid on this Debenture shall become, or may be declared to be, immediately due and payable, all as provided in the Purchase Agreement. All parties now and hereafter liable with respect to this Debenture, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any shares kind. Subject to Section 11.9 of Common Stock not included in the registrationPurchase Agreement, on terms no less favorable than those agreed to by the Company, its directors this Debenture shall be binding upon Appia and its officerssuccessors and assigns, and shall inure to the benefit of the Purchaser and its successors, assigns, endorsees and transferees. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account APPIA AND THE PURCHASER EACH HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE, ANY OF THE OTHER FINANCING DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. This Debenture and the managing underwriters advise other Financing Documents shall be construed in accordance with and governed by, the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares laws of the Subscriber requested State of Delaware, without giving effect to the conflict of laws principles thereof. Appia and the Purchaser each agree that any suit, action or proceeding against the other arising out of or based upon this Agreement may be included instituted in or removed to a United States Federal or Delaware state court, and any appellate court from any thereof, and Appia and the Purchaser each irrevocably submits to the non-exclusive jurisdiction of such registration statementcourts in any suit, then action or proceeding. Appia and the Company will include in Purchaser each irrevocably waive, to the registration: (i) firstfullest extent permitted by law, any securities the Company proposes objection to sellany suit, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, action or proceeding that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully may be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) brought in connection with a “corporate partnering” transaction this Debenture in such courts whether on the grounds of venue, residence or a “strategic alliance” (as determined by domicile or on the Board of Directors of ground that any such suit, action or proceeding has been brought in an inconvenient forum. Appia and the Company Purchaser each agree that final judgment in good faith); (ii) any such suit, action or proceeding brought in connection with such court shall be conclusive and binding upon Appia and the Purchaser and may be enforced in any financing transaction in respect court to the jurisdiction of which the Company is they are subject, by a borrower; or (iii) to a vendorsuit upon judgment. FOR THE PURPOSES OF SECTIONS 1272, lessor1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, lenderAS AMENDED, or customer of the CompanyTHIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE DISCOUNT. Exhibit E YOU MAY CONTACT THE ISSUER AT [—], or a researchATTENTION: [—], manufacturing or other commercial collaborator of the CompanyAND THE ISSUER WILL PROVIDE YOU WITH THE ISSUE PRICE, in a transaction approved by the Board of DirectorsTHE AMOUNT OF ORIGINAL ISSUE DISCOUNT, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE. Exhibit E

Piggy-Back Registrations. If Except during Suspension Periods as set forth in Section 6.1(e), and as otherwise prohibited by the Securities Purchase Agreement dated as of March 21, 2007 among the Company and certain purchasers identified therein, the Securities Purchase Agreement dated as of November 7, 2008 among the Company and certain purchasers identified therein, the Securities Purchase Agreement dated as of September 18, 2009 among the Company and certain purchasers identified therein, if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6.7 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if Securities Act. In the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration including a lockstatement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Purchasers, then (x) the number of Registrable Securities of the Purchasers included in such registration statement shall be reduced pro-up agreement if rata among such Purchasers (based upon the number of Registrable Securities requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchasers shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (other than the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement).

Piggy-Back Registrations. If at any time during prior to the Effectiveness expiration of ------------------------ the Registration Period there is not an effective registration statement covering all of the Registrable Securities and (as hereinafter defined) the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an (i) a firm underwritten offering for its own account or the account of others under the 1933 Act of any of its Common Stock, equity securities or (ii) any other offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 S- 4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)) at a time when the Registration Statement contemplated by Section 1(a) hereof is not effective, then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback each Investor who is entitled to registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after receipt the effective date of such notice, the Subscriber such Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Subscriber Investor requests to be registered; provided , except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under impose a limitation on the Act; and provided further that the Company may, without the consent number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not which may be included in the registrationRegistration Statement because, on terms no less favorable in such underwriter(s)' reasonable judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the -------- ------- Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, -------- further, however, that, after giving effect to the immediately preceding ------- ------- proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than those holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to by the Company, its directors offer and its officers. If the registration statement is being filed for sell such Registrable Securities in an underwritten offer offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and sale by the Company conditions as other shares of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be Common Stock included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If at any time prior to the end of the Registration Period (including during periods when the Effectiveness Period Company is permitted to suspend the use of the prospectus forming part of the Registration Statements) there is not an effective registration statement Registration Statement covering all of the Registrable Securities and Securities, the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination andand if, if within fifteen (15) twenty days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, in the event that, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver managing underwriter(s) thereof shall impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to number of Ordinary Shares which may be included in the registration including a lock-up agreement if requested by statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the underwriters Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) except in accordance with the underwriter cutbacks described in Schedule 2.18 of the Disclosure Schedules, the Company shall not exclude any shares Registrable Securities unless the Company has first excluded all outstanding securities which are not Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Common Stock not Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Holder or other holder. If an offering in connection with which a Holder is entitled to registration under this Section 6.11 is an underwritten offering, then each Holder whose Registrable Securities are included in the registrationsuch registration statement shall, on terms no less favorable than those unless otherwise agreed to by the Company, its directors offer and its officerssell such Registrable Securities using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other securities of the Company included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. If Upon the effectiveness of the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company which piggy-back registration has been provided in writing this Section 6.11, any payments that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were after such effectiveness date would otherwise become payable pursuant to also register the Registrable Shares of the Subscriber requested Section 6.3 to be a Purchaser whose Securities are included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered statement shall not become payable so long as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the such piggy-back registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementremains effective.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities Underlying Shares and the Company shall determine Pubco determines to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company Pubco shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Issuable Shares and Underlying Shares written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company Pubco shall include in such registration statement all or any part of the Underlying Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Company shall SEC (including, but not be required to register any Registrable Securities pursuant to limited to, Rule 415). The obligations of Pubco under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 6.15. The holders whose Underlying Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such purchaser upon the sale of the Underlying Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by Pubco in complying with Section 6.15, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for Pubco, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called "Registration Expenses." All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company is will pay all Registration Expenses in connection with the registration statement under Section 6.15. Selling Expenses in connection with each registration statement under Section 6.15 shall be borne by the holder and will be apportioned among such holders in proportion to the number of shares included therein for a borrower; or (iii) holder relative to a vendor, lessor, lenderall the securities included therein for all selling holders, or customer as all holders may agree. It shall be a condition precedent to the obligations of Pubco to complete the Company, or registration pursuant to this Agreement with respect to the Issuable Shares and Underlying Shares of a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, particular purchaser that such issuance is not being made primarily for purchaser shall furnish to Pubco in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to itself and the purpose of avoiding proposed distribution by it as Pubco may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. If at any time prior to the end of the Registration Period (including during periods when the Effectiveness Period Company is permitted to suspend the use of the prospectus forming part of the Registration Statements) there is not an effective registration statement Registration Statement covering all of the Registrable Securities and Securities, the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination andand if, if within fifteen (15) twenty days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, in the event that, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver managing underwriter(s) thereof shall impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to number of Ordinary Shares which may be included in the registration including a lock-up agreement if requested by statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the underwriters Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit; provided, however that (i) except in accordance with the underwriter cutbacks described in Schedule 2.18 of the Disclosure Schedules, the Company shall not exclude any shares Registrable Securities unless the Company has first excluded all outstanding securities which are not Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Common Stock not Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Holder or other holder. If an offering in connection with which a Holder is entitled to registration under this Section 6.11 is an underwritten offering, then each Holder whose Registrable Securities are included in the registrationsuch registration statement shall, on terms no less favorable than those unless otherwise agreed to by the Company, its directors offer and its officerssell such Registrable Securities using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other securities of the Company included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. If Upon the effectiveness of the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company which piggy-back registration has been provided in writing this Section 6.11, any payments that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were after such effectiveness date would otherwise become payable pursuant to also register the Registrable Shares of the Subscriber requested Section 6.3 to be a Purchaser whose Securities are included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered statement shall not become payable so long as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the such piggy-back registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementremains effective.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(d), if at any time during prior to the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall shall, if permitted to do so under the Subscription Agreement, determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), then the Company shall send it will give at least thirty (30) calendar days prior written notice to the Subscriber (together with any other record holders of the Investor Warrants (the “Warrantholders”) of its Common Stock possessing “piggyback registration rights” comparable intention so to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination do and, if within fifteen thirty (1530) calendar days after receipt the effective date of such notice, the Subscriber such Warrantholders shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of the Warrant Shares such Registrable Securities such Subscriber Warrantholder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares with respect to which such Warrantholder has requested inclusion hereunder as the underwriter shall permit; provided provided, however, that the Company shall notify each of the Warrantholders in writing of any such reduction. Any exclusion of Warrant Shares shall be made pro rata among the Warrantholders seeking to include Warrant Shares in proportion to the number of Warrant Shares sought to be included by such Warrantholders; provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that Warrant Shares unless the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or has first excluded all securities offered other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the No right to registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the Warrant Shares under this Section 2(d) shall be construed to limit any registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (irequired under Section 2(a) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementhereof.

Piggy-Back Registrations. If Subject to the limitations imposed under any agreement to which the Company is a party as of the date hereof, if at any time during the Effectiveness Period when there is not an effective registration statement Registration Statement covering all of the Registrable Securities and Warrant Shares, the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) SCO written notice of such determination and, if within fifteen seven (157) business days after receipt of such notice, the Subscriber SCO shall so request in writing, the Company shall will cause the registration under the Securities Act of all Warrant Shares which the Company has been so requested to register by SCO, which may include Warrant Shares held by any of the Designees, to the extent required to permit the disposition of the Warrant Shares so to be registered and to the extent that such Warrant Shares are then eligible for inclusion in such registration statement all or any part of such Registrable under the Securities such Subscriber requests to be registered; Act, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to SCO and, thereupon, (i) in the case of a determination not to register, shall be required relieved of its obligation to register any Registrable Securities Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that same period as the Company may, without delay in registering such other securities. In the consent case of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such registration including a lock-up agreement statement, then if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and after consultation with the managing underwriters advise underwriter should reasonably determine that the Company in writing that in their opinion inclusion of such Warrant Shares, would materially adversely affect the offering contemplated by the in such registration statement, and based on such determination recommends inclusion in such registration statement cannot of fewer or none of the Warrant Shares, then (x) the number of Warrant Shares included in such registration statement shall be successfully completed reduced, if the Company were to also register after consultation with the Registrable Shares underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Subscriber requested to Warrant Shares shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Warrant Shares; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or such reduction shall not represent a research, manufacturing or other commercial collaborator greater fraction of the number of Warrant Shares intended to be offered by SCO and its Designees than the fraction of similar reductions imposed on such other persons or entities (other than the Company, ). The right of SCO and its Designees to participate in a transaction approved by an underwritten public offering hereunder shall be conditioned upon SCO and any participating Designees entering into the Board underwriting agreement and lock-up agreement with the representative of Directors, provided the underwriter or underwriters on the same terms as required of other selling securities holders in any case, such offering that such issuance is are not being made primarily for affiliated with the purpose of avoiding compliance with this Subscription AgreementCompany.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or director benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis; provided provided, that (i) the Company shall not be required to register any Registrable Securities pursuant to this Section 6(g) that are eligible for resale pursuant to under Rule 144 144(k) promulgated under the Act; Securities Act or that are the subject of a then effective Registration Statement and provided further that (ii) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, without the consent of the Subscriberat its election, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion give written notice of such managing underwriters can successfully be solddetermination to such Holder and, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities pursuant to this Section 6(g) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors of the Company but not from its obligation to pay expenses in good faithaccordance with Section 4 hereof); , and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iiiRegistrable Securities being registered pursuant to this Section 6(g) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during until two years after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities Shares and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a including on Form S-4 or Form S-8 registration statement (each as promulgated under the Act 0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any business combination transactionequivalent form, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)but excluding Form S-8, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Shares and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; provided that , subject to customary underwriter cutbacks applicable to all holders of registration rights. The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 11.1. The holders whose Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, then the Company will include in registration rights granted hereunder to the registration: (iholders of Securities shall not be applicable for such times as such Shares and Warrant Shares may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) first, any securities of the Company proposes to sell, (ii) second, any securities 1933 Act. In no event shall the liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Subscriber upon the sale of the Shares and Warrant Shares sold pursuant to such registration or such lesser amount applicable to other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the Securities included therein for all selling holders, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementor as all holders may agree.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities issued Underlying Shares and Warrant Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares and Warrant Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.24. The holders whose Underlying Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Purchaser upon the sale of the Underlying Shares and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.24, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.24. Selling Expenses in connection with each registration statement under Section 4.24 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares and Warrant Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 6(e) for the same period as the delay in registering such other securities Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further Securities Act or that are the Company maysubject of a then effective Registration Statement. Notwithstanding the foregoing, without the consent nothing herein shall be construed of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by relieving the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with obligations under this Subscription Agreement.

Piggy-Back Registrations. If at any time during prior to the expiration of the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, Shares of Beneficial Interest (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination filing and, if within fifteen (15) days after receipt the date of such notice, the Subscriber such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable the Transfer Restricted Securities such Subscriber Holder requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Shares of Beneficial Interest which may be included in the registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Shelf Registration Statement only such limited portion of the Transfer Restricted Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Transfer Restricted Securities shall be made pro rata among the Holders seeking to include Transfer Restricted Securities, in proportion to the number of Transfer Restricted Securities sought to be included by such Holders; provided provided, however, that the Company shall not be required to register exclude any Registrable Transfer Restricted Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that unless the Company mayhas first excluded all outstanding Shares of Beneficial Interest, without the consent holders of the Subscriber, withdraw which are not contractually entitled to inclusion of such Shares of Beneficial Interest in such registration statement before its becoming effective if or are not contractually entitled to pro rata inclusion with the Company or other stockholders have elected Transfer Restricted Securities; and provided, further, however, that, after giving effect to abandon the proposal immediately preceding proviso, any exclusion of Transfer Restricted Securities shall be made pro rata with holders of Shares of Beneficial Interest having the contractual right to register the securities proposed to be registered thereunder. If include such Shares of Beneficial Interest in the registration statement is being filed for an underwritten public offeringother than holders of Shares of Beneficial Interest contractually entitled to inclusion of their Shares of Beneficial Interest in such registration statement by reason of demand registration rights. Notwithstanding the foregoing, no such reduction shall reduce the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares amount of Common Stock not Transfer Restricted Securities included in the registration below ten (10%) of the total amount of Shares of Beneficial Interest included in such registration. No right to registration of Transfer Restricted Securities under this Section 3 shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which a Holder is entitled to registration under this Section 3 is an underwritten offering, on terms no less favorable than those then each Holder whose Transfer Restricted Securities are included in such registration statement shall, unless otherwise agreed to by the Company, its directors offer and its officers. If the registration statement is being filed for sell such Transfer Restricted Securities in an underwritten offer offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and sale by the Company conditions as other shares of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be Beneficial Interest included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If (a) If, at any time during time, and each time, the Effectiveness Period there is not an effective registration statement covering all of Parent determines to register under the Registrable Securities and the Company shall determine to prepare and file Act with the SEC a registration statement relating respect to an offering of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into its equity securities, whether for its own account (a “Parent Offering”) or for the account of others under the Act of any of its Common Stockother security holders (a “Stockholder Offering”), or both (other than an offering a Registration Statement (i) relating either to the sale of securities issued to employees of the Parent pursuant to a Strategic Issuance stock option, stock purchase, equity incentive or similar plan on Form S-8, (as defined belowii) and a merger acquisition or other than transaction whereby the Parent files a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansiii) for a dividend reinvestment plan), then the Company shall send Parent will, following the engagement of counsel to the Subscriber (together Parent to prepare the documents to be used in connection with any other such Registration Statement, as soon as practicable before the anticipated initial filing date of such Registration Statement, give written notice to all holders of Registrable Shares of its Common Stock possessing “piggyback registration rights” comparable intention so to those granted do, which notice shall (A) describe the amount and type of securities to be included in such offering, the Subscriber hereunder intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (“Rightsholders”)B) written notice offer to all of the holders of Registrable Shares the opportunity to register the sale of such determination and, if number of Registrable Shares as such holders may request in writing within fifteen five (155) business days after receipt of such noticewritten notice (such Registration a “Piggyback Registration”). Upon the written request of any such holder to register any or all of its Registrable Shares, the Subscriber Parent shall as soon thereafter as practicable, subject to Section 2(c) below, include the Registrable Shares as to which registration shall have been so request requested in writingthe Registration Statement proposed to be filed or filed by the Parent, all to the Company shall include in such registration statement all extent required to permit the sale or any part other disposition by the holder of such Registrable Securities Shares so registered, in accordance with the plan of distribution set forth in such Subscriber requests Registration Statement and shall use its best efforts to be registered; provided that cause the Company shall not be required managing Underwriter or Underwriters of a proposed Underwritten Offering to register any permit the Registrable Securities Shares requested by the Lender pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested 2 to be included in such registration statement, then a Piggyback Registration on the Company will include in the registration: (i) first, same terms and conditions as any securities the Company proposes to sell, (ii) second, any similar securities of any person whose securities are being registered as a result the Parent included in such Registration and to permit the sale or other disposition of such Registrable Shares in accordance with the exercise intended method(s) of a demand registration right, and (iii) thirddistribution thereof; provided, that portion of the aggregate number of shares being requested for inclusion Registrable Shares to be included in the registration statement shall be no greater than the amount permitted by (X) United States federal law, state law or other law or Commission rule or policy. If United States federal law, state law or other law or Commission rule or policy requires a limitation of the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares Registrable Shares to be taken registered under this Section 2 pursuant to any particular Registration Statement, then Registrable Shares shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata from the Rightsholders based on the basis their ownership of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRegistrable Shares.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (the “Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares Securities of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during prior to the Effectiveness Period there is not an effective registration statement covering all expiration ------------------------ of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an (i) a firm underwritten offering for its own account or the account of others under the 1933 Act of any of its Common Stock, equity securities or (ii) any other offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)) at a time when the Registration Statement contemplated by Section 1(a) hereof is not effective, then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback each Investor who is entitled to registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)rights under this Section 2(c) written notice of such determination and, if within fifteen (15) days after receipt the effective date of such notice, the Subscriber such Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Subscriber Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section that are eligible for resale pursuant 2(c) shall be construed to Rule 144 promulgated limit any registration required under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderSection 2(a) hereof. If the an offering in connection with which an Investor is entitled to registration statement under this Section 2(c) is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Subscriber and Registrable Securities in an underwritten offering using the same underwriter or underwriters relating and, subject to the registration including a lock-up agreement if requested by provisions of this Agreement, on the underwriters with respect to any same terms and conditions as other shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If Except during Suspension Periods as set forth in Section 6.1(e), if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6.7 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent 144(k) of the Subscriber, withdraw such registration statement before its becoming effective if Securities Act. In the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration including a lockstatement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Purchasers, then (x) the number of Registrable Securities of the Purchasers included in such registration statement shall be reduced pro-up agreement if rata among such Purchasers (based upon the number of Registrable Securities requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchasers shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (other than the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplans (each, a “Piggyback Registration Statement”), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement Piggyback Registration Statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible the subject of a then effective Registration Statement. Anything in the contrary notwithstanding, if, in the opinion of the Company’s managing underwriter for resale an offering evidenced by a Piggyback Registration Statement, the inclusion of all or a portion of the Registrable Securities, when added to the securities being registered, will either (i) exceed the maximum amount of the securities of the Company which can be marketed at a price reasonably related to their then-current market value or (ii) otherwise materially adversely affect the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities. If securities are proposed to be offered for sale pursuant to Rule 144 promulgated under such Piggyback Registration Statement by other security holders of the Act; Company and provided further the total number of securities to be offered by the Purchasers or their permitted assignees and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above), after inclusion of all of the securities being offered by the Company, the number of Registrable Securities to be offered by the Purchasers or their permitted assignees pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the Company may, without under­writer believes may be included for all the consent selling security holders (including the Purchasers or their permitted assignees) as the original number of Registrable Securities proposed to be sold by the Subscriber, withdraw such registration statement before its becoming effective if Purchasers or their permitted assignees) bears to the Company or other stockholders have elected to abandon the proposal to register the total original number of securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber offered by a Purchaser or permitted assignee and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registrationother selling security holders. If, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise provisions of this Section 6(e), the Purchaser or permitted assignee shall not be entitled to include all Registrable Securities in a Piggyback Registration Statement that the Seller or assignee has requested to be so included, a Purchaser or permitted assignee may withdraw its request to include Registrable Securities in such Piggyback Registration Statement prior to its effectiveness. Notwithstanding the provisions of this Section 6(e), the Company shall have the right at any time after it shall have given written notice of the proposed filing of a demand registration rightPiggyback Registration Statement, and pursuant to this Section 6(e) (iii) third, that portion irrespective of the aggregate number of shares being requested whether any written request for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” Registrable Securities shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iiihave already been made) to a vendor, lessor, lender, elect not to file any such proposed Piggyback Registration Statement or customer of to withdraw the Company, or a research, manufacturing or other commercial collaborator of same after its filing but prior to the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementeffective date thereof.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period when there is not an effective registration statement covering Registration Statement pursuant to this Agreement pertaining to all of the Registrable Securities and the Company Securities, Xpedior shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account for cash or the account of others under the Securities Act of any of its Common Stockcommon stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with any stock option or other employee benefit plans)plan, then the Company Xpedior shall send to the Subscriber (together with any other holders each Holder of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Registrable Securities written notice of such determination and, if within fifteen (15) 20 days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company Xpedior shall include in such registration statement all or any part of such the Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company Xpedior shall not be required to register any shares of Registrable Securities pursuant to this Section paragraph that are eligible for resale sale pursuant to Rule 144 promulgated 144(k) under the Securities Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offeringtotal amount of securities, the Subscriber must timely execute and deliver the usual and customary agreement among the Companyincluding Registrable Securities, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statementstatement exceeds the amount of securities that the managing underwriter (or, if the offering is not being underwritten, Xpedior's Board of Directors) determines, in its written opinion, in good faith is compatible with the success of the offering, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion that may be included in the registration statement by shall be allocated as follows: first, to Xpedior (X) or, if the Subscriber offering is being made for the account of Persons other than Xpedior and (Y) all other Rightsholdersnot in violation of any rights of the Holders pursuant to this Agreement, which in to such Persons), second, to the opinion Holders and any holders of such managing underwriters can successfully be sold, such number of shares to be taken Parity Stock on a pro rata from the Rightsholders basis based on the basis of the total number of shares being requested for inclusion Registrable Securities and Parity Stock held by such Persons, and third, to any other Persons participating in such offering on a pro rata basis. No such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the registration statement by each Rightsholderbelow 15% of the total amount of securities included in such registration, unless such Holders are afforded, at any time more than 120 days after the effective date of such registration, the right to an additional demand shelf registration pursuant to Section 1 hereof. “Strategic Issuance” In no event shall mean an issuance any shares of securities: (i) any other selling stockholder be included in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined any registration of securities for the account of Xpedior that would reduce the number of Registrable Securities that may be included in such registration by the Board of Directors Holders. As a condition to participation in any such underwritten offering, each Holder shall enter into such underwriting, lock-up and other agreements, and execute such other instruments, as is customary in an underwritten offering. As a condition to participation in any such non-underwritten offering, each Holder shall cooperate to provide such information necessary for the preparation of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company Registration Statement as is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, customary in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementnon-underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)plans or on any other registration statement form that does not permit sale of the Registrable Securities, then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber that the Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register or maintain the registration of any Registrable Securities pursuant to this Section 7.1 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent 144(k) of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderSecurities Act. If the Purchaser decides not to include all of its Registrable Securities in any registration statement is being filed for by the Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the case of an underwritten public offering, if the Subscriber must timely execute and deliver managing underwriter(s) should reasonably object to the usual and customary agreement among inclusion of the Registrable Securities in such registration statement, then if the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters after consultation with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise underwriter, should reasonably determine that the Company in writing that in their opinion inclusion of such Registrable Securities would materially adversely affect the offering contemplated by the in such registration statement, and based on such determination recommends inclusion in such registration statement cannot of fewer or none of the Registrable Securities of the Purchaser, then (x) the number of Registrable Securities of the Purchaser included in such registration statement shall be successfully completed reduced if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchaser shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) first, any securities recommends the Company proposes to sell, (ii) second, any securities inclusion of any person whose none of such Registrable Securities. If securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, Purchaser's Registrable Securities shall not be reduced to accommodate any of the securities of such other Persons or a researchentities (other than the Company). Additionally, manufacturing or other commercial collaborator in the case of an underwritten public offering, the right of the Purchaser to include any Registrable Securities in such registration statement shall be conditioned upon the Purchaser's participation in such underwriting and the inclusion of the Registrable Securities with respect to which registration is requested in the underwriting. The Purchaser shall, together with the Company, enter into an underwriting agreement in a transaction approved customary form with the representative of the underwriter or underwriters selected by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementCompany.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansplans (any such registration, a “Piggy-Back Registration”), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (the “Piggy-Back Securities”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 10(d) after the Term or that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed dispositions by such Holder or otherwise cease to be registered thereunder. deemed “Registrable Securities.” If the registration statement is being filed for Piggy-Back Registration relates to an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account offering and the managing underwriters advise underwriter of such proposed public offering advises the Company and the Holders in writing that that, in their opinion its reasonable opinion, the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in the offering without having a material adverse effect on the distribution of such registration statementsecurities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company will include in the registration: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the Piggy-Back Securities, in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), and third, the securities of all other selling security holders, in an amount that together with the securities the Company proposes to register and the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Piggy-Back Securities in an amount that shall not exceed the Maximum Number of Securities (with such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), second, the securities such initiating security holder proposes to register, in an amount that together with the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, third, the securities of any other selling security holders, in an amount that together with the Piggy-Back Securities and the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder), and fourth, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Companyregister, in a transaction approved by an amount that together with Piggy-Back Securities, the Board securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities.

Piggy-Back Registrations. If at any time during which Seller holds the Effectiveness Period UEI Shares, there is not an effective registration statement covering all the resale of the Registrable Securities UEI Shares by Seller or its permitted transferees, and the Company UEI shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the ‘33 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act ‘33 Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities its shares of common stock issuable in connection with stock option or other employee benefit plans), then the Company UEI shall promptly send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Seller written notice of such determination and, if within fifteen (15) days after receipt of such notice, Seller or its permitted transferees holding, in the Subscriber aggregate, at least twenty (20%) percent of the UEI Shares issued as the Stock Portion hereunder shall so request in writing, the Company UEI shall include in such registration statement all or any part of such Registrable Securities such Subscriber UEI Shares not theretofore registered Seller requests to be registered; provided that the Company shall not be required , subject to register customary underwriter cutbacks after any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent other holders of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders rights have elected to abandon the proposal to register the securities proposed to be registered thereunderbeen cutback in full. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) All expenses incurred in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer such registration of the Company, or a research, manufacturing UEI Shares shall be borne solely by UEI; provided that Seller or other commercial collaborator transferee shall be solely responsible for any commissions, underwriting discounts or brokerage fees in connection with the sale of UEI Shares thereunder. Seller shall have the right to assign its rights under this Section 4.5 to any transferee of the CompanyUEI Shares, so long as the transfer is in compliance with an applicable exemption from the registration requirements of the ‘33 Act. In connection with any such registration, Seller or any permitted transferee shall be required to provide selling shareholder questionnaires and other customary documents as a transaction approved by condition to inclusion of such UEI Shares in the Board of Directorsregistration statement. Nothing contained herein shall prohibit UEI from determining, provided at any time, not to file a registration statement or, if filed, to withdraw such registration or terminate or abandon the offering related thereto. Notwithstanding anything in this Section 4.5 to the contrary, UEI shall not be obligated to include any UEI Shares issued hereunder in any caseregistration statement in the event that the holder thereof may then sell all of such holder’s UEI Shares issued hereunder to the public in accordance with Rule 144 under the ‘33 Act or any successor provision thereof, that without regard to any volume restrictions contained in such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRule 144.

Piggy-Back Registrations. If If, with respect to the Registrable Conversion Securities, after the one (1) year anniversary of the date of the Second Closing, and, with respect to the Registrable Warrant Securities, after the First Closing, at any time during prior to the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback each Investor who is entitled to registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)rights under this Section 2(c) written notice of such determination and, if within fifteen (15) calendar days after receipt the effective date of such notice, the Subscriber such Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Subscriber Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section that are eligible for resale pursuant 2(c) shall be construed to Rule 144 promulgated limit any registration required under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderSection 2(a) hereof. If the an offering in connection with which an Investor is entitled to registration statement under this Section 2(c) is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Subscriber and Registrable Securities in an underwritten offering using the same underwriter or underwriters relating and, subject to the registration including a lock-up agreement if requested by provisions of this Agreement, on the underwriters with respect to any same terms and conditions as other shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock or Warrants possessing “"piggyback registration rights” " comparable to those granted to the Subscriber hereunder (“"Rightsholders”")) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. ; If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares Securities of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata PRO RATA from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “"Strategic Issuance” " shall mean an issuance of securities: (i) in connection with a “"corporate partnering” " transaction or a “"strategic alliance” " (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If In the event that all Registrable Securities are not registered for resale in connection with the IPO, should the Company, after the IPO and at any time during prior to the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and the Company shall Registration Period (as hereinafter defined), determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback each Purchaser who is entitled to registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after receipt the effective date of such noticenotice (as provided for in Section 11(b) hereof), the Subscriber such Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Subscriber Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Purchasers; provided PROVIDED, HOWEVER, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section that are eligible for resale pursuant 2(b) shall be construed to Rule 144 promulgated limit any registration required under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderSection 2(a) hereof. If the an offering in connection with which a Purchaser is entitled to registration statement under this Section 2(b) is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Subscriber and Registrable Securities in an underwritten offering using the same underwriter or underwriters relating and, subject to the registration including a lock-up agreement if requested by provisions of this Agreement, on the underwriters with respect to any same terms and conditions as other shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. (a) If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine proposes to prepare and file with the SEC a registration statement relating under the Act with respect to an offering by the Company for its own account or for the account of others under any of the Act holders of any class of its Common Stock, Stock (other than the holders of the Company’s 1.5% Convertible Subordinated Notes due 2024 or the Common Stock issuable upon conversion thereof in a firmly underwritten Public Equity Offering and other than (i) a registration statement on Form S-4 or S-8 (or any similar or substitute form that may be promulgated for similar purposes) or (ii) a registration statement filed in connection with an exchange offer or offering of securities issued pursuant solely to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansCompany's existing security holders), then the Company shall send give written notice of such proposed filing to the Subscriber Holders as soon as practicable (together with but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request in writing within 10 days after receipt of such written notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Selling Holder) (a “Piggy-Back Registration”). Upon the written request of any other holders such Holder made within 10 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will, subject to the terms of this Agreement, effect the registration under the Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, by inclusion of such Registrable Securities in the registration statement that covers the securities which the Company proposes to register, provided that, if at any time after giving written notice of its Common Stock possessing “piggyback registration rights” comparable intention to those granted register any securities and prior to the Subscriber hereunder (“Rightsholders”)) effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder and, if within fifteen thereupon, (15i) days after receipt in the case of such notice, the Subscriber a determination not to register shall so request in writing, the Company shall include in such registration statement all or any part be relieved of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required its obligation to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); registration under Section 4 above, and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iii) to a vendorRegistrable Securities, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during During the Effectiveness Period there is not an effective registration statement covering all of Registration Period, if the Registrable Securities and the ------------------------ Company shall determine to prepare and file with the SEC a registration statement Registration Statement (a "Piggyback Registration Statement") relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, other than an offering of equity securities issued pursuant to a Strategic Issuance (as defined below) and other than a except on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuccessor form), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Stockholder written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber such Stockholder shall so request in writing, the Company shall include in such registration statement Piggyback Registration Statement all or any part of such the Registrable Securities such Subscriber Stockholder requests to be registered; provided registered (provided, that the Company shall not be required obligated to register any include Registrable Securities if (i) such Registrable Securities are covered by a Registration Statement filed pursuant to this Section 2.1 that are eligible provides for resale an underwritten offering and provides for sales during the effective period of the Piggyback Registration Statement, or (ii) such Piggyback Registration Statement is filed by the Company as the result of the exercise of "demand" registration rights by holders of the Company's securities pursuant to Rule 144 promulgated under Section 2.4 of the Act; Registration Rights Agreement, dated as of January 9, 1998, by and provided further that among the Company mayand the signatories thereto (the form of which was filed with the SEC as Exhibit 10.1 to the Company's Form S-4 filed with the SEC on December 16, without 1997), and the consent holders party to such Registration Rights Agreement do not consent, in accordance with the terms thereof, to the inclusion of Registrable Securities in such Piggyback Registration Statement), except that if, in connection with any such offering for the Subscriber, withdraw such registration statement before its becoming effective if account of the Company or other stockholders have elected to abandon for the proposal to register account of others the securities proposed to be registered thereunder. If managing underwriter(s) thereof shall impose a limitation on the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any number of shares of Common Stock not that may be included in the registrationPiggyback Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate that such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Piggyback Registration Statement only such limited portion of the Registrable Securities with respect to which such Stockholder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Stockholders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Stockholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which did not initiate the filing of such Piggyback Registration Statement pursuant to so-called "demand" registration rights or are not entitled to pro rata inclusion with the Registrable Securities; and, provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Piggyback Registration Statement on terms no less favorable than those the basis of the number of securities such holders have requested to include in such Piggyback Registration Statement. No right to registration of Registrable Securities under this Section 2.2 shall be construed to limit any registration required under Section 2.1. If an offering in connection with which a Stockholder is entitled to registration under this Section 2.2 is an underwritten offering, then each Stockholder whose Registrable Securities are included in such Piggyback Registration Statement shall, unless otherwise agreed to by the Company, its directors offer and its officers. If the registration statement is being filed for sell such Registrable Securities in an underwritten offer offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and sale by the Company conditions as other shares of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be Common Stock included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine proposes to prepare register the offer and file with sale of any Common Shares under the SEC Securities Act (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more stockholders of the Act Company and the form of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities Registration Statement to be issued solely in connection with used may be used for any business combination transactionregistration of Registrable Securities, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send give prompt written notice (in any event no later than five days prior to the Subscriber (together with any other filing of such Registration Statement) to the holders of Registrable Securities of its Common Stock possessing “piggyback intention to effect such a registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber with respect to which the Company has received written requests to be registeredfor inclusion from the holders of Registrable Securities; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) that are eligible for resale have been sold or may permanently be sold without any restrictions pursuant to Rule 144 promulgated under 144, as determined by the Act; and provided further that counsel to the Company maypursuant to a written opinion letter to such effect, without addressed and acceptable to the consent Company’s transfer agent. Further, in connection with any offering involving an underwriting of shares of the SubscriberCompany’s capital stock pursuant to Section 2(f), withdraw such registration statement before its becoming effective if the Company or other stockholders have elected shall not be required to abandon include any of the proposal to register Investor’s Registrable Securities in such underwriting unless the securities proposed to be registered thereunderInvestors accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the registration statement is being filed for an underwritten public offeringtotal number of securities, the Subscriber must timely execute and deliver the usual and customary agreement among the Companyincluding Registrable Securities, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested stockholders to be included in such registration statementoffering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company will shall be required to include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, offering only that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholderssuch securities, including Registrable Securities, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of and the Company in good faith); (ii) in connection with any financing transaction in respect of which their sole discretion determine will not jeopardize the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer success of the Company, or a research, manufacturing or other commercial collaborator offering. If the underwriters determine that less than all of the CompanyRegistrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in a transaction approved such offering shall be allocated among the selling Investors in proportion (as nearly as practicable to) the number of Registrable Securities owned by the Board of Directors, provided each selling Investor or in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementother proportions as shall mutually be agreed to by all such selling Investors.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Required Effective Date when there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company which cannot be sold pursuant to Rule 144, Ortec shall determine to prepare and file with the SEC Commission a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company Ortec shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen ten (1510) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, (which request shall specify the Company Registrable Securities intended to be disposed of by such Holder), Ortec will cause the registration under the Securities Act of all Registrable Securities which Ortec has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, Ortec shall determine for any reason not to register or to delay registration of such securities, Ortec may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 12.6 for the same period as the delay in registering such other securities. Ortec shall include in such registration statement Registration Statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . In the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent case of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the registration including a lock-up agreement inclusion of the Registrable Securities in such Registration Statement, then if requested by the underwriters Ortec after consultation with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise underwriter or the Company in writing underwriter(s) should reasonably determine that in their opinion the inclusion of such Registrable Securities would materially adversely affect the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Registrable Shares Securities, then (x) the number of Registrable Securities included in such Registration Statement shall be reduced pro-rata among such Registrable Securities (based upon the Subscriber number of Registrable Securities requested to be included in the Registration Statement), if Ortec after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities shall be included in such registration statementRegistration Statement, then if Ortec after consultation with the Company will include in underwriter(s) recommends the registration: (i) firstinclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other persons or entities as well as Ortec, such reduction shall not represent a result greater fraction of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares Registrable Securities intended to be taken pro rata from offered than the Rightsholders fraction of similar reductions imposed on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: such other persons or entities (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faithother than Ortec); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber each Investor not then eligible to sell all of their Shares under Rule 144 in a three (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)3) month period, written notice of such determination andand if, if within fifteen ten (1510) days after receipt of such notice, the Subscriber any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Investor requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, in the event that, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver managing underwriter(s) thereof shall impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any number of shares of Common Stock not which may be included in the registrationRegistration Statement because, on terms no less favorable than those in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to by the Company, its directors offer and its officerssell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. If Upon the effectiveness the registration statement is being filed for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be Investor whose Securities are included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementterminate.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities at any time when there is not then an effective Registration Statement, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a registration statements on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders each holder of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Subscriber holder requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities for to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holders; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that unless the Company may, without has first excluded all outstanding securities the consent holders of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected which are not entitled by right to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company inclusion of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement; and provided, then further, however, that, after giving effect to the Company will include in the registration: (i) firstimmediately preceding proviso, any securities the Company proposes to sell, (ii) second, any securities exclusion of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully Registrable Securities shall be sold, such number of shares to be taken made pro rata from with holders of other securities having the Rightsholders on the basis right to include such securities in such registration statement. No right to registration of the total number of shares being requested for inclusion in the Registrable Securities under this Section shall be construed to limit any registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementotherwise required hereunder.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period following Closing, there is not an effective registration statement covering all of the Registrable Securities Shares and Warrant Shares and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities (a “Piggyback Registration Statement”), other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents or any other registration statement relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business as acquisition consideration (and not, for the avoidance of doubt, for purposes of financing any acquisition) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) undersigned a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber undersigned shall so request in writing, the Company shall include in such registration statement Piggyback Registration Statement all or any part of such Registrable Securities such Subscriber Shares and Warrant Shares the undersigned requests to be registered. If a Piggyback Registration Statement covering the Shares and Warrants Shares has not been filed and declared effective by the date that is 180 days after the date of this Subscription Agreement, then, at the request of the undersigned, the Company shall prepare and file with the Commission a registration statement covering the Shares and Warrant Shares (a “Demand Registration Statement” and together with a Piggyback Registration Statement, a “Registration Statement”) and shall use its best efforts to cause such Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. In the case that any Registration Statement is filed in connection with an underwritten offering, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Shares and Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company shall reduce the number of Shares and Warrant Shares registered under such Registration Statement as so advised; provided that the Company shall not still be required to register any Registrable Securities pursuant to the Shares and the Warrant shares on an additional registration statement as provided in this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement10.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to (i) a Strategic Issuance (as defined below) and other than a registration on Form S-4 F-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or director benefit plans, or (ii) a registration contemplated by Section 6(g), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, writing (which request shall indicate the intended method of distribution of the Registrable Securities by such Holder) the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be required relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section that are eligible 6(e) for resale pursuant the same period as the delay in registering such other securities. In such event, the Holder’s right to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw include Registrable Securities in such registration statement before shall be conditioned upon its becoming effective participation in such underwriting, but only to the extent provided in the immediately succeeding sentence. The Holder, if participating in such distribution, shall enter into an underwriting agreement in customary form with the Company underwriter or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed underwriters selected for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among underwriting by the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed applicable to any other Holder, and shall have, the following provisions: (i) a lock-up no longer than any lock-up applicable to any other party to an underwriting agreement with respect to such offering, (ii) an indemnification limited to the amount of net proceeds (i.e., gross proceeds to the Holder less any underwriting discounts, fees and expenses) received by the Holder in such distribution for the sale of Registrable Securities; (iii) representations and warranties by the Holder only relating to the Holder’s acquisition and ownership of the Registrable Securities; and (iv) all fees and expenses of such underwriter(s) shall be borne by the Company, its directors provided that each Holder shall bear the underwriting discounts and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were commissions attributable to also register the Registrable Shares of the Subscriber requested to be included Securities sold by it in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementoffering.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering registering all of the Registrable Securities issued Incentive Shares and Underlying Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) but excluding the Form S-0, Xxxxx X-0 or S-8 and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares and Warrant Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.27. The holders whose Underlying Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Purchaser upon the sale of the Incentive Shares and Underlying Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.27, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.27. Selling Expenses in connection with each registration statement under Section 4.27 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Incentive Shares and Underlying Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine ------------------------ to prepare and file with the SEC a registration statement relating to an offering register for its own account or the account of others under the Securities Act (including without limitation pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of any stockholder of the Company) any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-8 or Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans(a "Piggy-Back Registration"), then the Company it shall send to the Subscriber (together with any other holders each holder of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Registrable Shares, written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such Registrable Securities such Subscriber holder requests to be registered; provided , except that the Company shall not be required to register if, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent offering involving an underwriting of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed Common Stock to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among issued by the Company, such Subscriber and the underwriters relating managing underwriter determines in good faith that market or economic conditions limit the amount of Common Stock which may reasonably be expected to be sold, the registration including a lock-up agreement if requested by Company may limit the underwriters with respect to any number of shares of Common Stock not included in the registration, on terms no less favorable by persons other than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register including, without limitation, the Registrable Shares of the Subscriber requested to be included in such registration statement, then (the Company will include in "Piggyback Stock") and the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result holders of the exercise of a demand registration right, and (iii) third, that portion of Piggyback Stock will be allowed to register their Piggyback Stock pro rata based on the aggregate number of shares being of Piggyback Stock held by such holders, respectively. Provided, that in connection with the preceding sentence, the Company shall first exclude all shares which are not Piggyback Stock and second, Piggyback Stock which is requested for inclusion to be included. If any holder of Piggyback Stock disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the withdrawal of such Piggyback Stock, a greater number of Piggyback Stock held by other holders of Piggyback Stock may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all holders of Piggyback Stock who have included Piggyback Stock in the registration statement by (X) the Subscriber and (Y) all other Rightsholdersright to include additional Piggyback Stock, which in the opinion of pro rata. Any Piggyback Stock excluded or withdrawn from such managing underwriters can successfully underwriting shall be sold, withdrawn from such number of shares registration. No right under this Section 2. 1 shall be construed to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the limit any registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementrequired under Section 2.2.

Piggy-Back Registrations. a. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine proposes to prepare and file with the SEC conduct an Underwritten Offering (including a registration statement relating to an Secondary Offering), whether for its own account (such offering for its own account being referred to as an “Issuer Proposed Offering”), pursuant to an Underwriting Request or otherwise, each Holder shall have the account right to include in such Underwritten Offering all or part of others under the Act Registrable Securities held by such Holder (the “Piggyback Rights”). Except as otherwise provided in Section 3(b), the Company shall promptly, but in no event less than ten (10) Business Days prior to any such Underwritten Offering (or, in the event of any an Underwritten Offering that will be executed as an “overnight” or “bought” deal, no less than five (5) Business Days prior to the commencement of such Underwritten Offering), give written notice to all Holders of Registrable Securities of its Common Stock, other than an offering intention to conduct such Underwritten Offering. Any Holder wishing to exercise its Piggyback Rights shall deliver to the Company a written notice (i) within five (5) Business Days after the receipt of securities issued pursuant the Company’s notice or (ii) at least one (1) day prior to the first use of a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely preliminary prospectus in connection with any business combination transactionsuch Underwritten Offering, acquisition whichever is earlier. Such Holder’s written notice shall specify the number of any entity shares of Common Stock intended to be disposed of by such Holder, which might be all or business or equity securities issuable in connection with stock option or other employee benefit plansa portion of such Holder’s Registrable Securities. The Company will, subject to Section 3(b), then use its commercially reasonable efforts to effect the registration under the Securities Act of, and to include in the Underwritten Offering, all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered and sold (a “Piggyback Registration”); provided that (x) in the case of an Issuer Proposed Offering, if, at any time after giving written notice of its intention to conduct the Issuer Proposed Offering and prior to the commencement of the Issuer Proposed Offering, the Company shall send determine for any reason not to proceed with the Subscriber (together with any other holders of Issuer Proposed Offering, the Company may, at its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) election, give written notice of such determination to each Holder of Registrable Securities and, if within fifteen (15) days after receipt thereupon, shall be relieved of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required its obligation to register any Registrable Securities pursuant in connection with such Issuer Proposed Offering, (y) in the case of Secondary Offering, if, at any time after giving written notice of its intention to this Section that are eligible conduct the Secondary Offering and prior to the commencement of the Secondary Offering, the Initiating Holder shall determine for resale pursuant any reason not to Rule 144 promulgated under proceed with the Act; and provided further that Secondary Offering, the Company may, without the consent at its election, give written notice of the Subscribersuch determination to each Holder of Registrable Securities and, withdraw such registration statement before thereupon, shall be relieved of its becoming effective if the Company or other stockholders have elected to abandon the proposal obligation to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute any Registrable Securities in connection with such Secondary Offering and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares (z) all Holders of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested Securities requesting to be included in such registration statement, then the Underwritten Offering must sell their Registrable Securities to the underwriters selected by the Company will include in or the registration: (i) firstInitiating Holder, any securities as applicable, on the same terms and conditions as apply to the Company proposes to sellor the Initiating Holder, as applicable (ii) secondincluding entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company or the Initiating Holder, any securities of any person whose securities are being registered as a result applicable), as may be customary or appropriate in for offerings of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares type being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementconducted.

Piggy-Back Registrations. If at any time during prior to the Effectiveness Period there is not an effective registration statement covering all exercise of the Registrable Securities and Warrant, the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities (a “Registration Statement”), other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities registrable securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities registrable securities pursuant to this Section 5(o) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. Any registrable securities to be registered by a Holder pursuant to this Section 5(o) are subject to registration limitations by the Commission, the Company or any underwriters. The Company may, without the consent of the SubscriberHolder, withdraw such registration statement before Registration Statement prior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderthereby. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the CompanyUpon election to register any registrable securities, such Subscriber and the underwriters relating as registrable securities shall be subject to the registration including a lock-any lock up agreement if requested by the underwriters with respect then applicable to any shares other holder of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of registrable securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith******************** (Signature Page Follows); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If If, at any time during prior to the Effectiveness expiration of the Registration Period there (as hereinafter defined), the resale of any Registrable Securities (other than any indeterminate number thereof issuable pursuant to the Warrant other than pursuant to a Cash Exercise or Cashless Exercise) is not otherwise registered pursuant to an effective registration statement covering all of the Registrable Securities Registration Statement and the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (a “Piggyback Eligible Registration Statement”), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Buyer written notice of such determination and, if within fifteen (15) days after receipt the effective date of such notice, the Subscriber a Buyer shall so request in writing, the Company shall include in such registration statement Piggyback Eligible Registration Statement all or any part of such the Registrable Securities then outstanding and not otherwise registered pursuant to an effective Registration Statement, that such Subscriber Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Piggyback Eligible Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Piggyback Eligible Registration Statement only such limited portion of the Registrable Securities with respect to which a Buyer has requested inclusion hereunder as the underwriter shall permit; provided PROVIDED, HOWEVER, that the Company shall not be required to register exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Piggyback Eligible Registration Statement other than holders of securities entitled to inclusion of their securities in such Piggyback Eligible Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which a Buyer is entitled to registration under this Section 2(b) is an underwritten offering, then a Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyers pursuant to this Section 2(b) shall only be available to the extent that the Buyer holds Registrable Securities and the Initial Registration Shares are eligible not registered for resale or issuance pursuant to Rule 144 promulgated under Section 2(a) in accordance with the Act; and provided further terms of this Agreement at the time that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including files a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementPiggyback Eligible Registration Statement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company maysubject of a then effective Registration Statement. Notwithstanding anything above to the contrary, without in the consent case of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver managing underwriter administering such offering may reduce the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares number of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested Securities to be included in such registration statementoffering if, then the Company will include in the registration: (i) firstreasonable opinion of such managing underwriter, any securities the Company proposes inclusion in such offering of all Registrable Securities requested to sell, (ii) second, any securities of any person whose securities are being be registered as a result would materially and adversely affect the marketing of the exercise entire offering (the number of a demand registration right, and (iii) third, that portion of Registrable Securities to be included in such offering being herein referred to as the “Permissible Securities”). If the aggregate number of shares being requested Registrable Securities which the Holders thereof desire to include in such filing exceeds the number of Permissible Securities, then each such Holder shall be entitled to include that number of Registrable Securities which bears the same ratio to the number of Permissible Securities as the number of Registrable Securities such Holder desires to include bears to the number of Registrable Securities all such Holders desire to include. Notwithstanding the preceding provisions of this Section, the Company shall have the right at any time after it shall have given the written notice pursuant to this Section 6(e) (irrespective of whether any written request for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” securities shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iiihave already been made) to a vendor, lessor, lenderelect not to file any proposed Registration Statement, or customer of to withdraw the Company, or a research, manufacturing or other commercial collaborator of same after the Company, in a transaction approved by filing but prior to the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementeffective date thereof.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) and during a period in which the Effectiveness Period there Registration Statement required to be filed pursuant to Section 2(a) is not an effective registration statement covering all of the Registrable Securities and effective, the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than the amendment of a registration statement now on file or registration statements on solely with respect to shares of common stock issued or issuable in connection with an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a equity credit line or similar vehicle, registration statements on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Investor written notice of such determination filing and, if within fifteen (15) days after receipt the date of such notice, the Subscriber such Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Subscriber Investor requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided provided, however, that the Company shall not be required to register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. Notwithstanding the foregoing, no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section that are eligible for resale pursuant 2(d) shall be construed to Rule 144 promulgated limit any registration required under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderSection 2(a) hereof. If the an offering in connection with which an Investor is entitled to registration statement under this Section 2(d) is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Subscriber and Registrable Securities in an underwritten offering using the same underwriter or underwriters relating and, subject to the registration including a lock-up agreement if requested by provisions of this Agreement, on the underwriters same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary contained herein, the Investors' rights set forth in this Section 2(d) shall not apply with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer pursuant to that certain Registration Rights Agreement, dated May 7, 1999, by and sale by between the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementXxxxxx Laboratories.

Piggy-Back Registrations. (i) If at any time during the Effectiveness Period (but without any obligation to do so) when there is not already an effective registration statement covering all of the Registrable Securities and Securities, the Company shall determine decide to prepare and file with the SEC Commission a registration statement relating to an offering for its own account of any of its equity securities or the account of others under the Act other holders of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, the acquisition of any an entity or business business, or equity securities issuable in connection with stock option or other employee benefit plansplans or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination anddecision. If, if within fifteen (15) days after receipt of such notice, the Subscriber shall so a Holder does not request in writingwriting to the Company that some or all of such Holder’s Registrable Securities be removed from such registration statement, then the Company shall thereafter use its reasonable best efforts to cause all Registrable Securities which are held by each Holder to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration, subject to the Company’s right to exclude a Holder as set forth below; provided, however, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each selling Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement all or (but not from its obligation to pay expenses in accordance with Section 5 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any part of such Registrable Securities being registered pursuant to this Section 2(a) for the same period as the delay in registering such Subscriber requests to be registered; provided that other securities. The foregoing notwithstanding, the Company shall not be required to register any Registrable Securities pursuant to this Section that 2(a) if (i) such Registrable Securities are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result upon presentation of the exercise appropriate legal opinion and other documentation typically required for the sale of a demand registration rightrestricted securities under Rule 144, and the Company acts promptly in allowing (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (Xor causing its stock transfer agent to allow) the Subscriber and (Y) all other Rightsholders, which in the opinion sale of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRegistrable Securities.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(c) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without volume limitation or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company may, without the consent does not sell any such shares until there is an effective Registration Statement covering all of the Subscriber, Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration statement before its becoming effective if the Company whether or other stockholders have not any Holder has elected to abandon the proposal to register the include securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statementCounterparts; Faxes. This Agreement may be executed in two or more counterparts, then each of which shall be deemed an original, but all of which together shall constitute one and the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholderssame instrument. This Agreement may also be executed via facsimile, which shall be deemed an original. Titles and Subtitles. The titles and subtitles used in the opinion of such managing underwriters can successfully be sold, such number of shares this Agreement are used for convenience only and are not to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion considered in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction construing or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with interpreting this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine proposes to prepare and file with the SEC a registration statement relating under the Act with respect to an offering by the Company for its own account or and/or for the account of others under any holders (other than the Act Purchaser) of any class of its Common Stock, security (other than a registration statement (i) on Form S-4 or S-8 or successor forms thereto, (ii) filed in connection with an exchange offer or an offering of securities issued solely to the Company's existing stockholders or (iii) any other form or type of registration which does not permit inclusion of Registrable Securities pursuant to a Strategic Issuance applicable laws or "Commission" (as defined below) and other than a Form S-4 rules or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansregulations), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) in each case give written notice of such determination andproposed filing to the Purchaser at least twenty (20) days before the anticipated filing date, and such notice shall offer (except as otherwise contemplated by the penultimate sentence of this Section) the Purchaser the opportunity to register such number of shares of Registrable Securities as the Purchaser may request. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Purchaser to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if within fifteen (15) days after receipt the managing underwriter or underwriters of such notice, offering delivers a written opinion to the Subscriber shall so request in writing, Purchaser that the Company shall include in such registration statement all or any part inclusion of such Registrable Securities such Subscriber requests would materially and adversely affect the success or offering price of, or materially increase the consideration (including commission) to be registered; provided that paid to the Company shall not underwriter in connection with, such offering, then the amount of securities to be required to register any Registrable Securities pursuant to this Section that are eligible offered for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent account of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to Purchaser shall be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating reduced to the registration including a lock-up agreement if requested by extent necessary to reduce the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company total amount of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statementoffering to the amount recommended by such managing underwriter; provided, then that if securities similar to those represented by the Registrable Securities are being offered for the account of other persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Purchaser than the fraction of similar reductions imposed on such other persons other than the Company. In connection with a piggy-back registration, the Company will include in the registration: (i) firstbear all Registration Expenses; provided, any securities that the Company proposes will not have any obligation pursuant to sell, (ii) second, any securities of any person whose securities are being registered as a result of this sentence to persons other than the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementPurchaser.

Piggy-Back Registrations. If For a period of one hundred and eighty (180) days following the Closing Date or at any a time during when Rule 144b(1)(i) is unavailable for the Effectiveness Period there is not an effective registration statement covering all resale of the Registrable Securities and Underlying Shares, if the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.30. The holders whose Underlying Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by Purchaser upon the sale of the Underlying Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.30, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.30. Selling Expenses in connection with each registration statement under Section 4.30 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws. The identical rights as to the foregoing are granted to Purchasers with respect to Fan Pass, Inc. for a period of one year.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an any underwritten offering of securities issued pursuant to by the Company for its own account or on a Strategic Issuance (as defined below) and other than a registration statement on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (a “Piggyback Registration”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(c) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the SubscriberCompany’s securities, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares number of the Subscriber securities requested to be included in such registration statementexceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, then the Company will include in such registration a pro rata share of such Registrable Securities requested to be included in such Piggyback Registration as calculated by dividing the registration: (i) first, any securities number of such Registrable Securities requested to be included in such Piggyback Registration by the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result number of the exercise Company’s securities requested to be included in such Piggyback Registration by all selling security holders. Notwithstanding the foregoing, if, at any time after giving a notice of a demand registration right, Piggyback Registration and (iii) third, that portion prior to the effective date of the aggregate number of shares being requested for inclusion in the registration statement by (X) filed in connection with such Piggyback Registration, the Subscriber and (Y) all other Rightsholders, which in the opinion Company shall determine for any reason not to register or to delay registration of such managing underwriters can successfully be soldsecurities, the Company may, at its election, give written notice of such number determination to each Holder of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any such Registrable Securities in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); such Piggyback Registration, and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily Registrable Securities for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during within six months after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Conversion Shares (“Registrable Securities Securities”) and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion Shares such Registrable Securities such Subscriber holder requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights and any cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 11.1. The holders whose Conversion Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Conversion Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Subscriber upon the sale of the Conversion Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the Securities included therein for all selling holders, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementor as all holders may agree.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, other than any suspension period referred to in Paragraph (3)(f), there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities not already covered by an effective Registration Statement such Subscriber Purchaser requests to be registered; provided registered provided, however, that (A) if such registration involves an underwritten public offering, the Purchasers requesting the registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company shall not be required and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section Paragraph 7 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Purchasers and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company’s obligations under this Paragraph 7 shall terminate on the date that the Registration Statement to be filed in accordance with this Paragraph 7 is declared effective by the Commission. If a registration pursuant to this Paragraph 7 involves an underwritten public offering and the managing underwriter thereof advises the Company that, in its view, the number of Common Shares proposed to be included in such registration exceeds the largest number of Common Shares that can be sold without having an adverse effect on such public offering (the “Maximum Offering Size”), the Company will include in such registration only that number of Common Shares which does not cause the Maximum Offering Size to be exceeded, in the following order of priorities: (i) first, all securities the Company proposes to sell for its own account, (ii) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the registration statement by reason of demand registration rights, and (iii) third, the securities requested to be registered by other holders of securities entitled to participate in the registration (including the Purchasers pursuant hereto), drawn from them pro-rata based on the number of shares each has requested to be included in such registration. If as a result of the proration provisions of this Paragraph 7, the Purchasers are not entitled to include all such Registrable Securities in such registration, such Purchasers may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Paragraph 7 hereof at any time that such Registrable Securities are the subject of an effective registration statement. Rule 144. Until such time as the Registrable Securities are eligible for resale pursuant to Rule 144 promulgated 144(k) under the Securities Act; and provided further that , the Company may, without agrees with each holder of Registrable Securities to: comply with the consent requirements of Rule 144(c) under the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters Securities Act with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by current public information about the Company, its directors ; to file with the SEC in a timely manner all reports and its officers. If other documents required of the registration Company under the Securities Act and the Exchange Act (at any time it is subject to such reporting requirements); and furnish to any holder of Registrable Securities upon request (i) a written statement is being filed for an underwritten offer and sale by the Company as to its compliance with the requirements of securities for its own account said Rule 144(c) and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares reporting requirements of the Subscriber requested Securities Act and the Exchange Act (at any time it is subject to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sellreporting requirements), (ii) second, any securities of any person whose securities are being registered as a result copy of the exercise most recent annual or quarterly report of a demand registration rightthe Company, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber such other reports and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors documents of the Company in good faith); (ii) in connection with as such holder may reasonably request to avail itself of any financing transaction in respect of which the Company is a borrower; similar rule or (iii) to a vendor, lessor, lender, or customer regulation of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in SEC allowing it to sell any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsecurities without registration.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement (subject to applicable agreements with third parties relating to limitations on such inclusion) all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 promulgated under (without volume restrictions or current public information requirements) or that are the Act; subject of a then effective Registration Statement. Exhibit A GENSPERA, INC. Selling Stockholder Notice and provided further Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of GenSpera, Inc., a Delaware corporation (the “Company”), understands that the Company may, without has filed or intends to file with the consent Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the SubscriberSecurities Act of 1933, withdraw such registration statement before its becoming effective if as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company or other stockholders upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have elected to abandon the proposal to register meanings ascribed thereto in the securities proposed to be registered thereunderRegistration Rights Agreement. If Certain legal consequences arise from being named as a selling stockholder in the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Registration Statement and the underwriters relating related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the registration including consequences of being named or not being named as a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included selling stockholder in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account Registration Statement and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementrelated prospectus.

Piggy-Back Registrations. (1) If at any time during the Effectiveness Period when there is not an effective registration statement covering all of the Registrable DPS Shares (subject to the provisions of this Section and subject to the applicable rules and regulations and interpretations of the Securities and Exchange Commission (the Company “SEC”) including Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)) DPS shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account shares of Registrable Securities as such term is defined in the Investor Rights Agreement between DPS, Sigma Opportunity Fund II, LLC and Sigma Capital Advisors, LLC, dated June 30, 2011, DPS shall also undertake to register all of the DPS Shares that are the subject of this agreement and are still beneficially owned by the Vendors or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance Don (as defined below) and other than a Form S-4 including without limitation all DPS Shares which are issuable upon conversion in whole or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided the Principal Amount of the Convertible Note) (the DPS Shares that are included in the Company shall not be required to register any Registrable Securities Registration Statement filed pursuant to this Section are referred to as the “Vendors’ Requested Securities”) provided that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent DPS may remove from any registration statement any or all of the SubscriberVendors’ Requested Securities if DPS determines in good faith (and upon prior consultation with the Vendors and Don) that, withdraw as a result of comments received from the staff of the SEC (the “Staff”), such removal is required for such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderdeclared effective by the SEC. If In the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) should reasonably object to the inclusion of any of the Vendors’ Requested Securities in such registration including a lock-up agreement statement, then, if requested by the underwriters DPS after consultation with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise underwriter(s) and with the Company in writing Vendors and Don should reasonably determine that in their opinion the inclusion of such Vendors’ Requested Securities would materially adversely affect the offering contemplated by the in such registration statement, and based on such determination recommends inclusion in such registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of fewer of the Subscriber requested Vendors’ Requested Securities or none of the Vendors’ Requested Securities then (x) the number of Vendors’ Requested Securities included in such registration statement shall be reduced to the extent DPS, after consultation with the managing underwriter(s) and with the Vendors and Don makes a recommendation to include fewer of the Vendors’ Requested Securities or (y) none of the Vendors’ Requested Securities shall be included in such registration statement, then if DPS, after consultation with the Company will managing underwriter(s) and with the Vendors and Don makes a recommendation to include in none of the registration: (i) firstVendors’ Requested Securities, provided however and subject to the conditions of this Section, if any securities of the Company proposes to sell, (ii) second, any securities of any person whose securities Vendors’ Requested Securities are being registered removed as a result of the exercise of a demand registration right, and (iii) third, that portion request of the aggregate number managing underwriter(s), then in the event that the Company files a subsequent registration statement relating to shares of shares being requested for inclusion in Registrable Securities (other than a Registration Statement on S-8 or S-4), it shall include such removed Vendors’ Requested Securities on such registration statement subject to the provisions of this Section. Subject to the conditions of this Section, if the Staff informs DPS that it will not allow the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares filed pursuant to be taken pro rata from the Rightsholders on the basis this Section to cover 100% of the total number of shares being requested for inclusion in Vendors’ Requested Securities, then the registration statement by each Rightsholdershall cover the highest percentage of such Vendors’ Requested Securities that the Staff will allow. “Strategic Issuance” shall mean an issuance Notwithstanding the foregoing, all Parties agree that the imposition or assessment of securities: (i) in connection with a “corporate partnering” transaction any additional cost upon DPS resulting from the registration of all or a “strategic alliance” (as determined by the Board of Directors any of the Company in good faith); (ii) in connection with DPS Shares is not a valid reason either to prevent the registration of any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer all of the Company, Vendors’ Requested Securities or a research, manufacturing to allow for the removal of any or other commercial collaborator all of the Company, in a transaction approved by Vendors’ Requested Securities from any registration statement. DPS agrees to advise Vendors and Don of progress relating to registration of the Board of Directors, provided in Vendors’ Requested Securities and any case, issues that such issuance is not being made primarily for arise along the purpose of avoiding compliance with this Subscription Agreementway.

Piggy-Back Registrations. If Without limiting any of the Company's other obligations hereunder, if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Investor written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Investor requests to be registered. Transfer of Shares After Registration; provided Suspension. Each Investor agrees that it will not effect any disposition or other transfer of its Registrable Securities or its right to purchase Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Investor (other than the number of Securities beneficially owned by it) or its plan of distribution attached as Exhibit "B" hereto. Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related prospectus contained therein or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide each Investor with either copies of any documents filed pursuant to Section 3(b)(i) or access to such documents electronically; and (iii) upon request, inform each Investor who so requests that the Company shall has complied with its obligations in Section 3(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify each Investor to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify each Investor pursuant to Section 3(b)(i) hereof when the amendment has become effective). Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus contained therein or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) following the 60th Business Day of the Effective Date, if the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of an event or circumstance which necessitates the making of any material changes in the Registration Statement or prospectus contained therein, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to register be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus contained therein, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall promptly deliver a certificate in writing or electronically to each Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, each Investor will refrain from selling any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw Registration Statement (a "Suspension") until such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement Investor is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included advised in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale writing by the Company that the current prospectus contained therein may be used, and has received copies of securities for its own account and any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. Notwithstanding the managing underwriters advise foregoing, the right of the Company to implement a Suspension shall be limited to two such Suspensions and an aggregate of 45 days in writing that in their opinion any twelve-month period. In the offering contemplated by event of any Suspension, the registration statement Company will use its reasonable best efforts to cause the use of the prospectus contained therein so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to each of the Investors. In the event, within any twelve month period, of (i) three or more such Suspensions or (ii) one or two Suspensions exceeding an aggregate of 45 days, (an "Excess Suspension") and as a result of such Excess Suspension the Investor cannot be successfully completed if the Company were make sales pursuant to also register the Registrable Shares of the Subscriber requested such Registration Statement and is not eligible to be included in such registration statementthen make sales under Rule 144, then the Company will include in the registration: (i) firstmake payments to each Investor, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as partial damages and not as a result of the exercise of a demand registration rightpenalty, and (iii) third, that portion in an amount equal to 1% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof of such Excess Suspension. The Company agrees that Suspension Notices will not contain any material, non-public information. If a Suspension is not then in effect, each Investor may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of shares being requested current prospectuses contained therein to such Investor and to any other parties requiring such prospectuses. [INTENTIONALLY OMITTED] Following the Effective Date or at such earlier time as a legend is no longer required for inclusion Registrable Securities under the Securities Purchase Agreements, the Company will no later than three (3) Business Days following the delivery by an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Registrable Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the registration statement by (X) the Subscriber reissuance and/or transfer and (Y) all other Rightsholders, which in the an opinion of such managing underwriters can successfully Investor's counsel reasonably acceptable to the Company, provided that no such opinion shall be sold, required if such number of shares Registrable Securities are eligible for sale pursuant to be taken pro rata from Rule 144 and the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of Investor provides the Company in good faith); (ii) with Seller's Certificate in connection with any financing transaction in respect of customary form and substance acceptable pursuant to which the applicable Investor shall certify that the Registrable Securities are eligible for resale under Rule 144) issue irrevocable transfer agent instructions and to deliver or cause to be delivered to such Investor a certificate representing such Registrable Securities that is free from all restrictive and other legends. The Company is a borrower; may not make any notation on its records or (iii) give instructions to a vendor, lessor, lender, or customer the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Termination of Conditions and Obligations. Any conditions precedent imposed by Section 4 of the Company, Securities Purchase Agreements or a research, manufacturing or other commercial collaborator this Agreement upon the transferability of the CompanyRegistrable Securities shall cease and terminate as to any particular number of Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Registrable Securities, in a transaction approved by when such Registrable Securities are eligible for sale pursuant to Rule 144 or at such time as an opinion of counsel satisfactory to the Board of Directors, provided in any case, Company shall have been rendered to the effect that such issuance is conditions are not being made primarily for necessary in order to comply with the purpose of avoiding compliance with this Subscription AgreementSecurities Act.

Piggy-Back Registrations. If at any time during until eighteen months after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Shares (“Registrable Securities Securities”) and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a including on Form S-4 or Form S-8 registration statement (each as promulgated under the Act 0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any business combination transactionequivalent form but excluding Form S-8, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Shares such Registrable Securities such Subscriber holder requests to be registered; provided that , subject to customary underwriter cutbacks applicable to all holders of registration rights. The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 11.1. The holders whose Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of Securities included in such registration statement. Notwithstanding anything to the contrary herein, then the Company will include in registration rights granted hereunder to the registration: (iholders of Securities shall not be applicable for such times as such Shares may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) first, any securities of the Company proposes to sell, (ii) second, any securities 1933 Act. In no event shall the liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Subscriber upon the sale of the Shares sold pursuant to such registration or such lesser amount applicable to other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the Securities included therein for all selling holders, provided or as all holders may agree. Priority in any case, that such issuance is not being made primarily for Registration Statements shall be given first to the purpose Shares issuable upon conversion of avoiding compliance with this Subscription Agreementthe Notes; thereafter to Common Stock issuable upon conversion of the 2008 Notes; and thereafter to Common Stock issuable upon conversion of the 2007 Notes.